Netcapital Inc. Director Resigns; Board Elects Cesar Herrera

What Happened
Netcapital Inc. announced that director Avi Liss resigned from the Board and all Board committees effective August 27, 2026. In his resignation letter Mr. Liss said he was stepping down in light of allegations in the SEC civil suit filed August 10, 2026 (Securities and Exchange Commission v. John Fanning, et al.), and stated he did not know of, participate in, or receive financial benefit from the conduct alleged by the SEC. On August 30, 2026 the Board unanimously elected Cesar Herrera to fill the vacancy and appointed him to the Audit Committee, effective immediately.

Key Details

• Avi Liss resigned from the Board and all committees on August 27, 2026; his resignation letter was filed with the 8-K.
• Cesar Herrera was elected by unanimous written consent on August 30, 2026 and will serve until the next annual meeting or until his successor is elected.
• Committee membership after the change: Audit Committee — Steven Geary (Chair), Arnold Scott, Cesar Herrera; Compensation Committee — Arnold Scott (Chair), Steven Geary, Cesar Herrera.
• The Board determined Mr. Herrera is an “Independent Director” under Nasdaq rules and meets independence standards for audit and compensation committee members; he was not designated an “audit committee financial expert.” Mr. Herrera has served as director and CEO of KRTL Holding Group Inc. since December 2021 and holds a California real estate broker license since 2006.

Why It Matters
Board composition and committee membership affect corporate oversight, especially amid the SEC civil action referenced in the filing. Investors should note the immediate leadership change on the Board and Audit Committee, the company’s independence determinations for the new director, and that the resignation was tied by the departing director to the SEC allegations (though he denied any personal involvement or benefit). These are governance developments that may influence investor perception and the company’s oversight as related legal matters proceed.